Exhibit (d)(xxii)
AMENDMENT TO SUB-ADVISORY AGREEMENT
This amendment (the "Amendment") to the Sub-Advisory Agreement is made as
of March 11, 2004 by and between Xxxxxxx Xxxxxx Investment Management, Inc.
("CSIM") and TAMRO Capital Partners LLC (the "Sub-Adviser");
WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory
Agreement dated February 6, 2004; and
WHEREAS, CSIM and the Sub-Adviser desire to amend certain provisions of
the Agreement to reflect amendments by the U.S. Securities and Exchange
Commission (the "SEC") to Rules 10f-3, 12d3-1 and 17e-1 and adoption of new Rule
17a-10 under the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties agree as follows:
Sub-section (a) of Section 2. "Duties of sub-adviser" is hereby deleted
and replaced with the following:
(a) Subject to supervision of the Company, the Board of Trustees
("Trustees") and CSIM (collectively, "Fund Parties"), Sub-Adviser shall be
responsible for managing the investment and reinvestment of the Managed
Assets and determine in its discretion, the securities and other property
to be purchased or sold and the portion of the Managed Assets to be
retained in cash, and shall not be responsible for providing investment
advice to any other portion of a Fund. In performance of its duties and
obligations under this Agreement, Sub-Adviser shall not consult with any
other sub-adviser to a Fund concerning the Managed Assets, except to the
extent permitted under the 1940 Act, or any rule, regulation or order
thereunder. Sub-Adviser will use same skill and care in providing the
Services to each Fund as it utilizes in providing investment advisory
services to other accounts for which it has investment responsibilities.
Sub-Adviser will provide Fund Parties with records concerning
Sub-Adviser's activities that Fund Parties are required to maintain, and
regular reports concerning Sub-Adviser's performance of the Services.
Except as expressly superseded or modified by this Amendment, the terms
and provisions of the Sub-Advisory Agreement shall continue to apply with full
force and effect.
Exhibit (d)(xxii)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
date first above written.
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
/S/ XXXXXXX X. XXXX
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By: Xxxxxxx X. Xxxx
Title: Senior Vice President
TAMRO CAPITAL PARTNERS LLC
/S/ XXXXXX X. XXXXXXXX
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By: Xxxxxx X. Xxxxxxxx
Title: CEO
